Obbligazione Santander Britain 2.5% ( US80283LAR42 ) in USD

Santander Britain

100 USD ▼

Regno Unito

US80283LAR42 ( in USD )

2.5% per anno ( pagato 2 volte l'anno)

05/01/2021 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Santander UK US80283LAR42 in USD 2.5%, scaduta

200 000 USD

500 000 000 USD

80283LAR4

N/A

Santander UK è una sussidiaria del gruppo bancario spagnolo Banco Santander, che offre una vasta gamma di servizi finanziari al dettaglio e commerciali nel Regno Unito.

The Obbligazione issued by Santander Britain ( United Kingdom ) , in USD, with the ISIN code US80283LAR42, pays a coupon of 2.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 05/01/2021

424B5 1 a2234170z424b5.htm 424B5
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TABLE OF CONTENTS
TABLE OF CONTENTS
CALCULATION OF REGISTRATION FEE

Amount to be
Maximum Offering
Maximum Aggregate
Amount of
Class of Securities Offered

registered

Price Per Unit

Offering Price
Registration Fee(1)

2.500% Notes due 2021

$500,000,000

99.888%

$499,440,000

$62,180.28

(1)
The registration fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-213861
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 26, 2017)
Santander UK plc
$500,000,000 2.500% Notes due 2021
The 2.500% Notes due January 5, 2021, which we refer to as the "notes," will bear interest at a rate of 2.500% per year. We will pay interest on the notes each January 5 and July 5,
and on the maturity date of the notes, commencing on July 5, 2018.
Unless we redeem the notes earlier, the notes will mature on January 5, 2021.
We may redeem all but not some of the notes at any time at 100% of their principal amount plus accrued interest if certain tax events described in this prospectus supplement and the
accompanying prospectus occur.
The notes will be issued in denominations of $200,000 and in multiples of $1,000 in excess thereof. The notes will constitute our direct, unconditional, unsecured and unsubordinated
obligations ranking pari passu, without preference among themselves, with all our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are
preferred by operation of law.
Notwithstanding any other term of the notes, the indenture or any other agreements, arrangements, or understandings between Santander UK plc (the "issuer") and any
holder of notes, by its acquisition of the notes, each holder of notes (including each holder of a beneficial interest in the notes) acknowledges, accepts, agrees to be bound by and
consents to: (a) the effect of the exercise of the UK bail-in power (as defined below) by the relevant UK resolution authority (as defined below) whether or not imposed with prior
notice, that may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the Amounts Due (as defined below); (ii) the
conversion of all, or a portion, of the Amounts Due on the notes into shares, other securities or other obligations of the issuer or another person (and the issue to or conferral on the
holders of notes of such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of the notes; (iii) the cancellation of the notes;
(iv) the amendment or alteration of the maturity of the notes or amendment of the amount of interest payable on the notes, or the date on which the interest becomes payable,
including by suspending payment for a temporary period; and (b) the variation of the terms of the notes, if necessary, to give effect to the exercise of the UK bail-in power by the
relevant UK resolution authority.
For these purposes, "Amounts Due" are the principal amount of, and accrued but unpaid interest, including any Additional Amounts due on, the notes. References to
principal and interest will include payments of principal and interest that have become due and payable but which have not been paid, prior to the exercise of any UK bail-in power
by the relevant UK resolution authority.
As used in this prospectus supplement, the "UK bail-in power" is any write-down, conversion, transfer, modification, or suspension power existing from time to time under,
and exercised in compliance with, any laws, regulations, rules or requirements in effect in the United Kingdom, relating to the transposition of Directive 2014/59/EU establishing a
framework for the recovery and resolution of credit institutions and investment firms as amended from time to time ("BRRD"), including but not limited to the UK Banking Act
2009, as the same may be amended from time to time, including by the Financial Services (Banking Reform) Act 2013, and the instruments, rules and standards created thereunder,
pursuant to which: (i) any obligation of a regulated entity (as defined below) (or other affiliate of such regulated entity) can be reduced, cancelled, modified, or converted into shares,
other securities, or other obligations of such regulated entity or any other person (or suspended for a temporary period); and (ii) any right in a contract governing an obligation of a
regulated entity may be deemed to have been exercised.
A reference to a "regulated entity" is to any BRRD undertaking as such term is defined under the PRA Rulebook promulgated by the United Kingdom Prudential Regulation
Authority, as amended from time to time, which includes, certain credit institutions, investment firms, and certain of their parent or holding companies and a reference to the
"relevant UK resolution authority" is to the Bank of England or any other authority with the ability to exercise a UK bail-in power.
By its acquisition of the notes, each holder of the notes (including each holder of a beneficial interest in the notes), to the extent permitted by the Trust Indenture Act of
1939, will waive any and all claims, in law and/or in equity, against the trustee for, agree not to initiate a suit against the trustee in respect of, and agree that the trustee will not be
liable for, any action that the trustee takes, or abstains from taking, in either case in accordance with the exercise of the UK bail-in power by the relevant UK resolution authority
with respect to the notes.
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We intend to apply to list the notes on the New York Stock Exchange or another recognized securities exchange; however, there can be no assurance that the notes will be so listed by
the time the notes are delivered to purchasers or that the listing will be granted.
See "Risk Factors" beginning on page 8 of the accompanying prospectus to read about factors you should consider before investing in the
notes.
Neither the Securities and Exchange Commission (the "Commission") nor any state securities commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.
The notes are not savings accounts, deposits or other obligations of a bank and are not insured by the FDIC or any other governmental agency or instrumentality of the
United States, the United Kingdom or any other jurisdiction.

Underwriting
Proceeds (before

Price to Public

Discount

expenses) to issuer

Per note

99.888%

0.200%

99.688%

Total

$499,440,000

$1,000,000

$498,440,000

Interest on the notes will accrue from the date of issuance, which is expected to be January 5, 2018.
We may use this prospectus supplement and the accompanying prospectus in the initial sale of the notes. In addition, Santander Investment Securities Inc. or another of our affiliates
may use this prospectus supplement and the accompanying prospectus in a market-making transaction in any of these notes after their initial sale. In connection with any use of this prospectus
supplement and the accompanying prospectus by Santander Investment Securities Inc. or another of our affiliates, unless we or our agent informs the purchaser otherwise in the confirmation of
sale, you may assume this prospectus supplement and the accompanying prospectus are being used in a market-making transaction.
The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company, or "DTC," for the accounts of its
participants, including Clearstream Banking, société anonyme, or "Clearstream," and Euroclear Bank S.A./N.V., or "Euroclear," on or about January 5, 2018.
Joint Book-Running Managers
Credit Suisse

J.P. Morgan
Morgan Stanley

Santander
January 2, 2018
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-1
SUMMARY
S-2
USE OF PROCEEDS
S-5
CAPITALIZATION
S-6
DESCRIPTION OF THE NOTES
S-9
TAX CONSIDERATIONS
S-11
UNDERWRITING
S-12
CONFLICTS OF INTEREST
S-13
VALIDITY OF NOTES
S-21
EXPERTS
S-21
Base Prospectus

ABOUT THIS PROSPECTUS

1
LIMITATIONS ON ENFORCEMENT OF U.S. LAWS

1
WHERE YOU CAN OBTAIN MORE INFORMATION

2
FORWARD-LOOKING STATEMENTS MAY NOT BE ACCURATE

3
DESCRIPTION OF THE ISSUER

6
RISK FACTORS

8
USE OF PROCEEDS

12
DESCRIPTION OF THE DEBT SECURITIES

13
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CERTAIN TAX CONSIDERATIONS

27
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)

33
CONFLICTS OF INTEREST

34
LEGAL OPINIONS

36
EXPERTS

36
i
Table of Contents
MiFID II product governance / Professional investors and ECPs only target market
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the notes has led to the
conclusion that: (i) the target market for the notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as
amended, "MiFID II"); and (ii) all channels for distribution of the notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the notes (a "distributor") should take into consideration the manufacturers' target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the notes (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution channels.
PRIIPs Regulation / Prohibition of sales to EEA retail investors
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance
Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in the Prospectus Directive. Consequently no key information document required by Regulation (EU) No 1286/2014 (the
"PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. The
expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU), and includes any relevant
implementing measure in any Member State.
We are responsible for the information contained and incorporated by reference in this prospectus supplement and the accompanying prospectus
and in any related free-writing prospectus we prepare or authorize. We have not, and the underwriters have not, authorized anyone to give you any other
information, and we and the underwriters take no responsibility for any other information that others may give you. This prospectus supplement and the
accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the notes to which they relate or
an offer to sell or the solicitation of an offer to buy such notes by any person in any circumstances in which such offer or solicitation is unlawful.
Neither the delivery of this prospectus supplement and the accompanying prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in our affairs since the date of this prospectus supplement or that the information contained in this
prospectus supplement and the accompanying prospectus is correct as of any time subsequent to its date.
The distribution or possession of this prospectus supplement and the accompanying prospectus in or from certain jurisdictions may be restricted by
law. You should inform yourself about and observe any such restrictions, and neither we nor any of the underwriters accepts any liability in relation to
any such restrictions. See "Underwriting."
ii
Table of Contents
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We file reports and other information with the Commission. The Commission allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus supplement and the accompanying prospectus. Certain later information that we file with the Commission will
automatically update and supersede this information and any information so updated and superseded shall not be deemed, except as so updated or
superseded, to constitute part of the registration statement or this prospectus supplement. We incorporate by reference the following documents:
·
our annual report on Form 20-F for the year ended December 31, 2016, filed with the Commission on March 1, 2017 (SEC File
No. 001-14928) (the "Annual Report on Form 20-F"),
·
our report on Form 6-K furnished on May 22, 2017 (SEC File No. 001-14928),
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·
our report on Form 6-K furnished on September 18, 2017 (SEC File No. 001-14928) (the "Half Year Report on Form 6-K"),
·
our report on Form 6-K furnished on October 26, 2017 (SEC File No. 001-14928),
·
any future filings on Form 20-F made with the Commission under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this prospectus supplement and prior to the termination of the offering of the securities offered by this prospectus
supplement, and
·
any future reports on Form 6-K that we furnish to the Commission after the date of this prospectus supplement and prior to the
termination of the offering of securities offered by this prospectus supplement that are identified in such reports as being incorporated by
reference in this prospectus supplement but only to the extent identified in such reports.
You may read and copy any materials we file at the Commission's Public Reference Room at 100 F Street, N.E., Washington D.C. 20549. Please
call the Commission at (800) SEC-0330 for further information about the Public Reference Room. Our filings with the Commission are also available at
http://sec.gov. In addition, you may request a copy of these documents at no cost to you, by writing to or telephoning us at the following address:
Secretariat, Santander UK plc, 2 Triton Square, Regent's Place, London NW1 3AN, England, telephone: +44 870 607 6000. Website:
http://www.santander.co.uk/uk/about-santander-uk/investor-relations. The information on, or that can be accessed through, our website is not part of
this prospectus supplement or the accompanying prospectus.
S-1
Table of Contents
SUMMARY
This summary highlights selected information from this prospectus supplement, the accompanying prospectus and the documents incorporated by
reference and does not contain all of the information that may be important to you. You should carefully read this entire prospectus supplement, the
accompanying prospectus and the documents incorporated by reference. As used in this prospectus supplement, the terms "we," "our" and "us" refer to
Santander UK plc and its consolidated subsidiaries unless the context requires otherwise.
The Offering
Notes

$500,000,000 principal amount of notes.
Issuer

Santander UK plc.
Maturity date

The notes will mature on January 5, 2021.
Interest rate

The notes will bear interest at a rate of 2.500% per year.
Interest payment dates

Each January 5 and July 5, and on the maturity date of the notes, commencing July 5, 2018. If an
interest payment date or redemption date, or the maturity date, as the case may be, for the notes
would fall on a Saturday, Sunday, a legal holiday or a day on which banking institutions in the City
of New York or London, England are authorized or required by law, regulation or executive order
to close, then the interest payment date, redemption date or maturity date, as the case may be, will
be postponed to the next succeeding business day, but no additional interest shall accrue and be
paid unless we fail to make payment on such next succeeding business day.
Regular record dates for interest

The fifteenth calendar day (whether or not a business day) preceding the related interest payment
date.
Calculation of interest

Interest on the notes will be calculated on the basis of a 360-day year consisting of twelve 30-day
months.
CUSIP / ISIN

80283L AR4 / US80283LAR42
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Denominations

The notes will be issued only in book-entry form, in minimum denominations of $200,000 and
integral multiples of $1,000 in excess thereof.
Ranking

The notes will constitute our direct, unconditional, unsecured and unsubordinated obligations
ranking pari passu, without preference among themselves, with all our other outstanding
unsecured and unsubordinated obligations, present and future, except such obligations as are
preferred by operation of law.
S-2
Table of Contents
Payment of additional amounts
Subject to certain exceptions, if we are required to withhold or deduct any amount for or on
account of any U.K. withholding tax from any payment made on the notes, we will pay additional
amounts on those payments so that the amount received by holders of the notes will equal the
amount that would have been received if no such taxes had been applicable. See "Description of
the Debt Securities--Additional Amounts" and "Description of the Debt Securities--Covenants"
in the accompanying prospectus.
Tax redemption
In the event of various tax law changes that require us to pay additional amounts and other limited
circumstances as described under "Description of the Debt Securities--Redemption" in the
accompanying prospectus we may redeem all but not some of the notes prior to maturity at a
redemption price equal to 100% of their principal amount plus accrued interest, if any, to, but
excluding, the redemption date.
Repayment
The notes will not be subject to repayment at the option of the holder prior to maturity.
Agreement with respect to the exercise of UK bail- By its acquisition of the notes, each holder of notes (including each holder of a beneficial interest
in power
in the notes) acknowledges, accepts, agrees to be bound by and consents to the exercise of the UK
bail-in power by the relevant UK resolution authority. See "Description of the Debt Securities--
Agreement with Respect to the Exercise of UK Bail-in Power" in the accompanying prospectus.
Repayment of Amounts Due after exercise of UK No Amounts Due on the notes will become due and payable or be paid after the exercise of any
bail-in power
UK bail-in power by the relevant UK resolution authority if and to the extent such Amounts Due
have been reduced, converted, cancelled, amended or altered as a result of such exercise.
Sinking fund
None.
Book-entry issuance, settlement and clearance
We will issue the notes as global notes in book-entry form registered in the name of DTC or its
nominee. The sale of the notes will settle in immediately available funds through DTC. Investors
may hold interests in a global note through organizations that participate, directly or indirectly, in
the DTC system. Those organizations will include Clearstream and Euroclear in Europe.
Governing law
The notes and the indenture will be governed by the laws of the State of New York.
Conflicts of interest
Santander Investment Securities Inc. is an affiliate of the issuer and, as such, the offering is being
conducted in compliance with Rule 5121 of the Financial Industry Regulatory Authority
("FINRA") addressing "conflicts of interest" as defined in that rule. See "Underwriting--Conflicts
of Interest" in this prospectus supplement.
S-3
Table of Contents
Further issuances

We may, without the consent of the holders of the notes, issue additional notes having the same
ranking and same interest rate, maturity date, redemption terms and other terms as the notes
described in this prospectus supplement except for the price to the public and issue date; provided
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however that such additional notes, shall be issued under a separate CUSIP, Common Code and/or
ISIN number unless the additional notes are issued pursuant to a "qualified reopening" of the notes
offered by this prospectus supplement, are otherwise treated as part of the same "issue" of debt
instruments as the notes offered by this prospectus supplement, or the notes offered in this
prospectus supplement and the additional notes are issued with no more than a de minimis amount
of original issue discount, in each case for U.S. federal income tax purposes. See "Description of
the Notes--Further Issuances" in this prospectus supplement.
Listing

We intend to apply to list the notes on the New York Stock Exchange or another recognized
securities exchange; however, there can be no assurance that the notes will be so listed by the time
the notes are delivered to purchasers or that the listing will be granted.
Use of proceeds

We intend to use the net proceeds from the sale of the notes for our general corporate purposes.
Paying agent and trustee

Wells Fargo Bank, National Association.
Recent Developments
Santander UK Group Holdings plc, of which we are a wholly-owned subsidiary, agreed on January 2, 2018 to issue $1,000,000,000 3.373% Fixed
Rate/Floating Rate Notes due 2024, which it expects to deliver to purchasers on or about January 5, 2018. The estimated net proceeds from the sale of
the notes are approximately $996,489,562 (after deducting underwriting discounts and expenses).
S-4
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USE OF PROCEEDS
We estimate the net proceeds from the sale of the notes to be approximately $497,997,894 after deducting underwriting discounts and expenses of
the offering. We intend to use the net proceeds for general corporate purposes.
S-5
Table of Contents
CAPITALIZATION
The following table sets forth Santander UK plc's unaudited consolidated capitalization (including short-term debt) as of June 30, 2017, on an
actual basis and on an as adjusted basis to give effect to the sale of the notes.

As of June 30, 2017

Actual
As Adjusted(1)

£m

£m

Indebtedness:

Debt securities in issue
43,997
44,363
Subordinated liabilities

4,109
4,109
?
?
?
?
?
?
?
?
Total indebtedness
48,106
48,472
?
?
?
?
?
?
?
?
Stockholders' equity

Share capital and other equity instruments

5,400
5,400
Share premium account

5,620
5,620
Retained earnings

5,280
5,280
Other reserves

419
419
?
?
?
?
?
?
?
?
Total equity
16,719
16,719
?
?
?
?
?
?
?
?
Non-controlling interest

162
162
?
?
?
?
?
?
?
?
Total capitalization
64,987
65,353
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
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(1)
Adjusted to give effect to the net proceeds from the sale of the notes. The gross proceeds of the notes of $499,440,000
have been translated into pounds sterling at an exchange rate of $1.359 as of January 2, 2018. Additionally, fees and
expenses of $1,442,106 have been deducted.
Under IFRS, our £325 million sterling preference shares are classified as debt and are included, together with accrued interest, in subordinated
liabilities in the table above.
As of June 30, 2017, we had total liabilities and equity of £304,921 million, including deposits by banks of £15,535 million (including
£3,645 million classified as trading liabilities).
On June 24, 2014, December 2, 2014, June 10, 2015 and April 10, 2017, we issued £500 million, £300 million, £750 million and £500 million
respectively, of Perpetual Capital Securities to our immediate parent company, Santander UK Group Holdings plc, which are reflected in share capital
and other equity instruments in the table above.
As of June 30, 2017, we had contingent liabilities including guarantees arising in the normal course of business totaling £43,566 million, consisting
of guarantees given to third parties of £1,435 million, formal standby facilities and credit lines and other commitments of £42,131 million.
The debt securities in issue listed in the above table exclude retained issuances (notes held by Santander UK plc). They include:
a)
£2,141 million of medium term notes issued by Holmes Master Issuer plc under its Residential Mortgage-Backed Securities Program and
£1,847 million of medium term notes issued by Fosse Master Issuer plc under its Residential Mortgage-Backed Securities Program (the
"Holmes and Fosse notes"). The Holmes and Fosse notes are ultimately secured, under the respective Program, on a share of residential
mortgages originated by Santander UK plc (and, in the case of Fosse, also originated by Alliance & Leicester plc). Under IFRS,
indebtedness under the Holmes and Fosse notes is required to be included within our indebtedness in the
S-6
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table above, notwithstanding that neither we nor any of our subsidiaries is required to support such indebtedness.
b)
£471 million of medium term notes issued by Motor 2015-1 plc and Motor 2016-1 plc (together with any notes issued by Motor 2017-
1 plc, the "Motor notes"). The Motor notes are ultimately secured on three corresponding portfolios of auto loan receivables (for Motor
2015-1 plc, Motor 2016-1 plc and Motor 2017-1 plc respectively) originated by Santander Consumer (UK) plc. Under IFRS,
indebtedness under the Motor notes is required to be included within our indebtedness in the table above, notwithstanding that neither
we nor any of our subsidiaries is required to support such indebtedness.
c)
£1,001 million of auto loans asset-backed securities.
d)
£15,961 million of covered bonds issued under the Euro 35 billion Global Covered Bond Program by Abbey National Treasury
Services plc and guaranteed by Santander UK plc and Abbey Covered Bonds LLP. The guarantee of Abbey Covered Bonds LLP is
secured on a portfolio of residential mortgages originated by Santander UK plc. Effective June 1, 2016, Santander UK plc has been
substituted in place of Abbey National Treasury Services plc as the principal and sole obligor under these notes.
e)
£9,943 million of euro medium term notes issued under the $30 billion Euro Medium Term Note Program ("EMTN program") by Abbey
National Treasury Services plc and guaranteed by Santander UK plc. Effective June 1, 2016, Santander UK plc has been substituted in
place of Abbey National Treasury Services plc as the principal and sole obligor under this EMTN program.
f)
£5,974 million of notes issued by Abbey National Treasury Services plc (and guaranteed by Santander UK plc) and registered with the
Commission. Effective June 1, 2016, Santander UK plc has been substituted in place of Abbey National Treasury Services plc as the
principal and sole obligor under these notes.
g)
£2,258 million of commercial paper issued under the $20 billion Commercial Paper Program by Abbey National North America LLC and
Abbey National Treasury Services plc, US Branch, guaranteed by Santander UK plc.
h)
£4,401 million of certificates of deposit issued by Abbey National Treasury Services plc and guaranteed by Santander UK plc.
The following sets out material transactions since June 30, 2017 through November 30, 2017:
As of November 30, 2017, we had debt securities in issue totaling £43,090 million, excluding retained issuances. This decrease in debt securities in
issue as compared to June 30, 2017 resulted predominantly from maturities of debt securities and the effects of changes in foreign exchange rates, offset
by issuances.
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There were £500 million new issuances of Holmes and Fosse notes and maturities totaling £2,243 million.
There were new issuances of £1,250 million of covered bonds and maturities of £1,535 million.
There were new issuances of £516 million of Motor notes and maturities totaling £110 million.
There were £315 million new issuances and £32 million maturities of auto loans asset-backed securities.
There were no new issuances and maturities of £1,220 million under the $30 billion EMTN program.
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There were new issuances of £1,148 million and maturities of £559 million of Santander UK plc debt registered with the Commission.
There were £6,904 million new issuances of certificates of deposits and maturities of £5,936 million.
There were £5,381 million new issuances and maturities of £4,582 million in relation to commercial paper.
As of November 30, 2017, we had contingent liabilities of £43,224 million. This decrease in contingent liabilities as compared to June 30, 2017 is
due to a decrease in standby facilities of £474 million offset by an increase in guarantees to third parties of £132 million.
As of November 30, 2017, we had subordinated liabilities totaling £3,774 million.
Save as disclosed above, there has been no significant change in our contingent liabilities (including guarantees), total capitalization and
indebtedness since June 30, 2017.
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DESCRIPTION OF THE NOTES
The following description of the particular terms of the notes offered by this prospectus supplement adds information to the description of the
general terms and provisions of debt securities under the heading "Description of the Debt Securities" beginning on page 14 of the accompanying
prospectus. If there is any inconsistency between the following summary and the description in the accompanying prospectus, the following summary
governs.
For the avoidance of doubt, each reference to "holder," "holders" and "you" will be deemed to include the beneficial owners of the notes.
General
We will issue the notes pursuant to an indenture dated as of September 29, 2016 between Santander UK plc, as issuer, and Wells Fargo Bank,
National Association, as trustee (the "trustee") (as successor to Law Debenture Trust Company of New York pursuant to an Agreement of Resignation,
Appointment and Acceptance dated June 2, 2017 among the issuer, the trustee and Law Debenture Trust Company of New York), as supplemented and
amended by the first supplemental indenture entered into on November 3, 2017 and by a second supplemental indenture expected to be entered into on
January 5, 2018, between the issuer and the trustee (as supplemented and amended, the "indenture"). The notes will be a series of our debt securities.
We will issue the notes in the aggregate principal amount of $500,000,000. The notes will mature on January 5, 2021. We will issue the notes only in
book-entry form, in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof.
The trustee makes no representations, and will not be liable with respect to, the information set forth in this prospectus supplement.
Interest Payments
The notes will bear interest at a rate of 2.500% per year. The notes will accrue interest from and including January 5, 2018, or from and including
the most recent date to which interest has been paid (or provided for), to but excluding the next date upon which interest is required to be paid.
Interest will be payable on the notes twice a year, on January 5 and July 5, and on the maturity date of the notes, commencing July 5, 2018 to the
person in whose name the notes are registered at the close of business on the fifteenth calendar day, whether or not a business day, that precedes the
applicable date on which interest will be paid. Interest on the notes will be paid on the basis of a 360-day year consisting of twelve 30-day months.
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"Business day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in the City of
New York or London, England are authorized or required by law, regulation or executive order to close.
If the interest payment date or redemption date, or the maturity date, for the notes would fall on a day that is not a business day, then the interest
payment date or redemption date, or the maturity date, as the case may be, will be postponed to the next succeeding business day, but no additional
interest shall accrue and be paid unless we fail to make payment on such next succeeding business day.
Agreement with Respect to the Exercise of UK Bail-in Power
By its acquisition of the notes, each holder of notes (including each holder of a beneficial interest in the notes) acknowledges, accepts, agrees to be
bound by and consents to the exercise of the UK bail-in power by the relevant UK resolution authority. See "Description of the Debt Securities--
Agreement with Respect to the Exercise of UK Bail-in Power" in the accompanying prospectus.
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Consolidation, Merger and Sale of Assets; Assumption
The first paragraph in "Description of the Debt Securities--Consolidation, Merger and Sale of Assets; Assumption" in the accompanying
prospectus is hereby replaced in its entirety by the following:
We may, without the consent of the holders of any of the debt securities, consolidate or amalgamate with, merge into or transfer or lease our
property and assets substantially as an entirety to any person, provided that any successor corporation formed by any consolidation or
amalgamation, or any transferee or lessee of our assets, is a company organized under the laws of England and Wales, the laws of any member
state of the European Union (as the same may be constituted from time to time), the laws of any state of the United States, the laws of any
province of Canada, the laws of Australia or the laws of New Zealand, that assumes, by a supplemental indenture, our obligations on the debt
securities and under the indenture, and we procure the delivery of a customary officer's certificate and legal opinion providing that the conditions
precedent to the transaction have been complied with.
Governing Law
The indenture and the notes will be governed by, and construed in accordance with, the laws of the State of New York.
The Trustee
Wells Fargo Bank, National Association, 150 East 42nd Street, 40th Floor, New York, New York 10017, United States, is the trustee under the
indenture. The trustee shall have and be subject to all the duties and responsibilities specified with respect to an indenture trustee under the Trust
Indenture Act of 1939 ("TIA"). Subject to the provisions of the TIA, the trustee is under no obligation to exercise any of the powers vested in it by the
indenture at the request of any holder of securities, unless offered indemnity satisfactory to it by the holder against the costs, expense and liabilities
which might be incurred thereby. We and certain of our subsidiaries may maintain deposit accounts and conduct other banking transactions with Wells
Fargo Bank, National Association, in the ordinary course of our business.
Further Issuances
We may, without the consent of the holders of the notes, issue additional notes having the same ranking and same interest rate, maturity date,
redemption terms and other terms as the notes described in this prospectus supplement except for the price to the public and issue date; provided
however that such additional notes shall be issued under a separate CUSIP, Common Code and/or ISIN number unless the additional notes are issued
pursuant to a "qualified reopening" of the notes offered by this prospectus supplement, are otherwise treated as part of the same "issue" of debt
instruments as the notes offered by this prospectus supplement, or the notes offered in this prospectus supplement and the additional notes are issued
with no more than a de minimis amount of original issue discount, in each case for U.S. federal income tax purposes. Any such additional notes,
together with the notes offered by this prospectus supplement, will constitute a single series of securities under the indenture relating to senior debt
securities issued by us. There is no limitation on the amount of notes or other debt securities that we may issue under such indenture.
Same-Day Settlement and Payment
Initial settlement for the notes will be made in immediately available funds. Secondary market trading between DTC participants will occur in the
ordinary way in accordance with DTC rules and will be settled in immediately available funds using DTC's Same-Day Funds Settlement System.
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TAX CONSIDERATIONS
Stated interest on the notes will be treated as qualified stated interest for U.S. federal income tax purposes.
Under recently enacted legislation, U.S. holders that use an accrual method of accounting for tax purposes generally will be required to include
certain amounts in income no later than the time such amounts are reflected on certain financial statements. The application of this rule thus may
require the accrual of income earlier than would be the case under the general tax rules described below, although the precise application of this rule is
unclear at this time. U.S. holders that use an accrual method of accounting should consult with their tax advisors regarding the potential applicability of
this legislation to their particular situation.
For a discussion of additional U.S. federal income tax considerations that may be relevant to you if you invest in the notes and are a U.S. holder,
see "Certain Tax Considerations--Certain U.S. Federal Income Tax Considerations" in the accompanying prospectus.
For United Kingdom tax purposes, so long as the notes are and continue to be admitted to trading on a "recognised stock exchange" within the
meaning of section 1005 of the Income Tax Act 2007, payment of interest on the notes may be made without withholding or deduction for or on account
of income tax. The New York Stock Exchange is currently a "recognised stock exchange" within the meaning of section 1005 of the Income Tax Act
2007. For a discussion of additional United Kingdom income tax considerations, see "Certain Tax Considerations--Certain United Kingdom Tax
Considerations" in the accompanying prospectus.
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UNDERWRITING
Under the terms and subject to the conditions contained in a pricing agreement dated January 2, 2018 (which incorporates the terms of the
underwriting agreement standard provisions dated October 27, 2017), we have agreed to sell to the underwriters named below the following respective
principal amounts of the notes and the underwriters have agreed, severally and not jointly, to purchase the principal amount of notes set forth opposite
their respective names below:
Principal Amount
Underwriter

of Notes

Credit Suisse Securities (USA) LLC
$
125,000,000
J.P. Morgan Securities LLC

125,000,000
Morgan Stanley & Co. LLC

125,000,000
Santander Investment Securities Inc.

125,000,000
?
?
?
?
?
Total
$
500,000,000
?
?
?
?
?
?
?
?
? ?
?
?
?
?
?
The pricing agreement and underwriting agreement provide that the underwriters are severally obligated to purchase all of the notes if any are
purchased. The pricing agreement and underwriting agreement also provide that if an underwriter defaults, the purchase commitments of non-defaulting
underwriters may be increased or the offering of notes may be terminated. The underwriters may offer and sell the notes through one or more of their
respective affiliates or selling agents.
The underwriters propose to offer the notes initially at the prices to public listed on the cover page of this prospectus supplement and to other
broker-dealers at the applicable prices to public less a selling concession of 0.100% of the principal amount per note. The underwriters and other
broker-dealers may allow discounts of 0.050% of the principal amount per note on sales to other broker-dealers. After the initial public offering, the
underwriters may change the prices to public, concessions and discounts to broker-dealers. The offering of the notes by the underwriters is subject to
receipt and acceptance and subject to the underwriters' right to reject any order in whole or in part.
We estimate that our expenses (which consist of, among other fees, SEC registration fees, legal fees and expenses, accounting fees and expenses
and printing expenses) for this offering, excluding underwriting discounts, will be approximately $442,106 and will be payable by us.
The notes are a new issue of securities with no established trading market. One or more of the underwriters intends to make a secondary market for
the notes. However, they are not obligated to do so and may discontinue making a secondary market for the notes at any time without notice. No
assurance can be given as to how liquid the trading market for the notes will be. We intend to list the notes on the New York Stock Exchange or another
recognized securities exchange; however, there can be no assurance that the notes will be so listed by the time the notes are delivered to purchasers or
that the listing will be granted.
We have agreed to indemnify the several underwriters against liabilities under the U.S. Securities Act of 1933, as amended, or contribute to
payments that the underwriters may be required to make in that respect.
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